Exhibit 10.2


 


VOTING AGREEMENT


 


This Voting Agreement (this “Agreement”)
is dated as of July 20, 2018, by and between ClearSign Combustion Corporation, a Washington corporation (the “Company”)
and CLIRSPV, LLC, a Delaware limited liability Company (“Investor”).


 


RECITALS


 


A.       The
Stock Purchase Agreement, dated as of July 12, 2018, by and between the Company and the Investor (the “Purchase Agreement”),
provides for the issuance and sale by the Company to the Investor, and the purchase by the Investor, of shares (collectively, the
“Purchased Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”);
and


 


B.       As
a condition to consummating the transactions contemplated by the Purchase Agreement, the Investor and the Company have agreed upon
certain rights and obligations as set forth herein, and it is a condition to the closing under the Purchase Agreement that this
Agreement be executed and delivered by the Investor and the Company.


 


AGREEMENT


 


NOW, THEREFORE, IN CONSIDERATION of the
mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Investor agree as follows:


 


SECTION 1.


DEFINITIONS


 


As used in this Agreement, the following terms shall have the
following meanings:


 


 


“Affiliate” shall mean,
with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such
Person; provided, however, that the Company, any of its subsidiaries or any of the Company’s other Controlled Affiliates,
in each case, will not be deemed Affiliates of the Investor for purposes of this Agreement.


 


“Agreement” shall have
the meaning set forth in the Preamble to this Agreement.


 


“beneficial owner,” “beneficially
owns,” “beneficial ownership” and terms of similar import used in this Agreement shall, with respect
to a Person, have the meaning set forth in Rule 13d-3 under the Exchange Act (a) assuming the full conversion into, and exercise
and exchange for, shares of Common Stock of all Common Stock Equivalents beneficially owned by such Person and (b) determined without
regard for the number of days in which such Person has the right to acquire such beneficial ownership.


 


“Board of Directors”
shall mean the Board of Directors of the Company.


  


“Change in Control” shall
mean, with respect to the Company, any of the following events: (a) any Person or Group is or becomes the beneficial owner, directly
or indirectly, of a majority of the total voting power represented by all Shares of Then Outstanding Common Stock; (b) the Company
consolidates with or merges into another corporation or entity, or any corporation or entity consolidates with or merges into the
Company, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof) a majority of the combined voting power of the voting securities of the
Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger
or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person becomes the
beneficial owner, directly or indirectly, of a majority of the total voting power of all Shares of Then Outstanding Common Stock;
(c) the Company conveys, transfers or leases all or substantially all of its assets to any Person other than a wholly owned Affiliate
of the Company or (d) individuals who constitute Continuing Directors cease for any reason to constitute at least a majority of
the Board of Directors.


 






     


     


    

 


“Closing Date” shall have the meaning
set forth in the Purchase Agreement.


 


“Common Stock” shall have the meaning
set forth in the Preamble to this Agreement.


 


“Common Stock Equivalents”
shall mean any options, warrants or other securities or rights convertible into or exercisable or exchangeable for, whether directly
or following conversion into or exercise or exchange for other options, warrants or other securities or rights, shares of Common
Stock.


 


“Company” shall have the meaning
set forth in the Preamble to this Agreement.


  


“Continuing Directors”
shall mean the directors of the Company on the date hereof, and each other director, if in each case, such other director’s
nomination for election to the Board of Directors was recommended by, or whose appointment to the Board of Directors was approved
by, at least a majority of the other Continuing Directors.


 


“Control” (including
the correlative terms “Controlled by,” “Controlling,” and “under common Control
with”), as applied to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of that Person, whether through the ownership or voting of securities, by contract
or otherwise.


 


“Controlled Affiliate”
shall mean, with respect to a Person, an Affiliate of such Person Controlled by such Person.


   


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Governmental Authority”
shall mean any court, agency, authority, department, regulatory body or other instrumentality of any government or country or of
any national, federal, state, provincial, regional, county, city or other political subdivision of any such government or country
or any supranational organization of which any such country is a member.


 


“Group” shall mean two
or more Persons acting as a partnership, limited partnership, syndicate or other group within the meaning of Section 13(d) of the
Exchange Act.


 


“Initial Designee” shall have the
meaning set forth in Section 2.


 


“Investor” shall have the meaning
set forth in the Preamble to this Agreement.


 


“Investor Designee” shall have
the meaning set forth in Section 2.


 


“Law” or “Laws”
shall mean all laws, statutes, rules, regulations, orders, judgments, injunctions and/or ordinances of any Governmental Authority.


 


“Modified Clause” shall have the
meaning set forth in Section 5.8.


  


“Non-Controlled Affiliate”
shall mean, with respect to a Person, an Affiliate of such Person that is not a Controlled Affiliate of such Person.


   


“Person” shall mean any
individual, partnership, firm, corporation, association, trust, unincorporated organization, government or any department or agency
thereof or other entity.


 






     


     


    

 


“Purchase Agreement”
shall have the meaning set forth in the Preamble to this Agreement, and shall include all appendices, exhibits and schedules attached
thereto.


 


“Purchased Shares” shall
have the meaning set forth in the Preamble to this Agreement, and shall be adjusted for (a) any stock split, stock dividend, share
exchange, merger, consolidation or similar recapitalization and (b) any Common Stock issued as (or issuable upon the exercise of
any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in
replacement of, the Purchased Shares.


 


“Qualified Investor Designee” shall
have the meaning set forth in Section 2.


  


“Registration Rights Agreement”
shall mean the Registration Rights Agreement by and between the Company and the Investor of even date herewith.


 


“Replacement Designee” shall have
the meaning set forth in Section 2.


 


“SEC” shall mean the United States
Securities and Exchange Commission.


 


“Shares of Then Outstanding Common
Stock” shall mean, at any time, the issued and outstanding shares of Common Stock at such time.


 


“Third Party” shall mean
any Person other than the Investor, the Company or any of their respective Affiliates.


 


SECTION 2.


ADDITIONAL AGREEMENTS


 


Board
Nomination Right.  For so long as the Investor beneficially owns at least three million (3,000,000) shares of
Common Stock (as adjusted for any stock split, stock dividend or any subdivision of the Common Stock, or any other
reclassification or other similar recapitalization after the date hereof), or such lesser number of shares of Common Stock
which then constitute at least 10% of the Shares of Then Outstanding Common Stock, at each annual meeting of the stockholders
of the Company or at any meeting of the stockholders of the Company at which members of the Board of Directors are to be
elected, or whenever such action is to be taken by written consent for such purposes, the Company agrees to nominate for
election one individual designated by the Investor (an “Investor Designee”) who shall be reasonably
acceptable to the nominating and corporate governance committee of the Board of Directors (an Investor Designee who satisfied
such requirements, a “Qualified Investor Designee”).  The Investor’s initial designee under
this Agreement shall be Robert T. Hoffman Sr. (the “Initial Designee”), whom the Company agrees is a
Qualified Investor Designee.  On or prior to the Closing Date, the Company shall take all actions necessary (including,
if necessary, by approving an enlargement of its Board of Directors to create a vacancy thereon) to cause the appointment to
the Board of Directors of the Initial Designee effective as of the Closing Date, and thereafter, for so long as the
Investor’s board nomination right under this Section 2 continues, the Company will use its commercially
reasonable efforts to cause the election and reelection of such individual to the Board of Directors for so long as he or she
is a Qualified Investor Designee (including recommending that the Company’s stockholders vote in favor of the election
of such an individual and otherwise supporting him for election in a manner no less rigorous and favorable than the manner in
which the Company supports its other nominees), provided that if the Investor determines to designate a different individual
(“Replacement Designee”) as its Investor Designee, and such Replacement Designee is a Qualified Investor
Designee, such obligation shall instead apply to the Replacement Designee.  If any Investor Designee vacates the Board
of Directors, the Company shall take all actions necessary to cause the appointment to the Board of Directors of a Qualified
Investor Designee nominated by the Investor to fill the vacancy and thereafter the Company will use its commercially
reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and
limitations as set forth in the foregoing sentence.  For avoidance of doubt, the Investor shall be limited to only one
designee serving on the Board at any time pursuant to this Section 2.  Such designee shall be entitled to the same
level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection
(including under any indemnification agreement) as the other members of the Board of Directors.  For so long as an
Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’
indemnity insurance coverage in an amount deemed appropriate by the Board of Directors.  Any Investor Designee shall be
subject to the same Company policies and procedures as the other directors on the Board of Directors, including with
respect to conflicts of interest and recusal from deliberations and voting.


 






     


     


    

 


SECTION 3.


TERMINATION OR SURVIVAL OF CERTAIN RIGHTS
AND OBLIGATIONS


 


Except as otherwise provided in this Agreement,
this Agreement shall terminate in its entirety upon the earlier to occur of (a) the mutual written agreement of the parties;
(b) the occurrence of a Change in Control; and (c) a decline, whether as a result of the Company’s issuance of additional
shares of Common Stock or as a result of the Investor’s sale of shares of the Company’s Common Stock, in the Investor’s
ownership of the Company’s Common Stock to less than 10% of Shares of Then Outstanding Common Stock.  Notwithstanding
the foregoing, the rights and obligations provided in Section 4, and Section 5 shall survive termination of this Agreement.


 


SECTION 4.


NOTICES


 


All notices, requests, consents and other
communications hereunder shall be in writing, shall be sent by confirmed facsimile or electronic mail, or mailed by first-class
registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given
when so sent in the case of facsimile or electronic mail transmission, or when so received in the case of mail or courier, and
addressed as follows:


 





	 	if
to the Company, to: 	ClearSign Combustion Corporation


12870 Interurban Avenue South


Seattle, WA 98168


Attention: Chief Executive Officer


E-Mail: Steve.Pirnat@clearsign.com


Facsimile: 206.673.4848


 


	 	with a copy (which shall not constitute
notice) to:	Mitchell Silberberg & Knupp LLP



12 East 49th Street, 30th Floor


New York, NY 10017


Attn.: Melanie Figueroa, Esq.


E-Mail: mxf@msk.com


Facsimile: 212.509.7239


 


	 	if to the Investor, to:	GPclirSPV LLC


119 Warren Ave


3rd Floor


Spring Lake, NJ 07762


Attention: Robert T. Hoffman Sr.


E-Mail: rhoffman@princetonopp.com


 


	 	with copies (which shall not constitute
notice) to:	Bressler, Amery & Ross



325 Columbia Turnpike


Florham Park, NJ 07932


Attention: Kim Larsen


E-Mail: Klarsen@bressler.com


 


, or to such other person, at such other
place or in such manner as one party shall designate to other party in writing.


 




     


     


    

 


SECTION 5.


MISCELLANEOUS


 


5.1   Waivers and Amendments.  Waiver by a party of a breach hereunder by another party shall not be construed as
a waiver of any subsequent breach of the same or any other provision.  No delay or omission by a party in exercising or availing
itself of any right, power or privilege hereunder shall preclude the later exercise of any such right, power or privilege by such
party.  Neither this Agreement nor any provision hereof may be changed, waived, discharged, terminated, modified or amended
except upon the written consent of the Company and the Investor.


 


5.2   Governing
Law; Submission to Jurisdiction.  This Agreement shall be governed by and construed in accordance with the Laws of
the State of New York, without regard to the conflict of laws principles thereof that would require the application of the Law
of any other jurisdiction.  The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the state
and federal courts sitting in the County of New York, in the State of New York, solely and specifically for the purposes of any
action or proceeding arising out of or in connection with this Agreement.


 


5.3   Remedies. 
The rights, powers and remedies of the parties under this Agreement are cumulative and not exclusive of any other right, power
or remedy which such parties may have under any other agreement or Law.  No single or partial assertion or exercise of any
right, power or remedy of a party hereunder shall preclude any other or further assertion or exercise thereof.


 


5.4   Specific
Performance.  The parties hereby acknowledge and agree that the rights of the parties hereunder are special, unique
and of extraordinary character, and that if any party refuses or otherwise fails to act, or to cause its Affiliates to act, in
accordance with the provisions of this Agreement, such refusal or failure would result in irreparable injury to the Company or
the Investor, as the case may be, the exact amount of which would be difficult to ascertain or estimate and the remedies at law
for which would not be reasonable or adequate compensation.  Accordingly, if any party refuses or otherwise fails to act,
or to cause its Affiliates to act, in accordance with the provisions of this Agreement, then, in addition to any other remedy which
may be available to any damaged party at law or in equity, such damaged party will be entitled to seek specific performance and
injunctive relief, without posting bond or other security, and without the necessity of proving actual or threatened damages, which
remedy such damaged party will be entitled to seek in any court of competent jurisdiction.  Notwithstanding this Section 5.4,
except as otherwise provided herein, if any act or failure to act by a Non-Controlled Affiliate of the Investor contravenes this
Agreement (or would contravene this Agreement to the extent it was binding on such Non-Controlled Affiliate, notwithstanding that
it is not binding on such Non-Controlled Affiliate), upon written notice by the Company, the Investor shall use its best efforts
to take or cause such Non-Controlled Affiliate to take appropriate measures to remedy such inaction to the reasonable satisfaction
of the Company.


 


5.5   Successors and Assigns.  Except as otherwise expressly provided herein, the provisions hereof shall inure to
the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 
Except as otherwise expressly provided herein, this Agreement, or any rights or obligations hereunder, may not be assigned by either
party without the prior written consent of the other.


 


5.6   Headings. 
The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed
to be part of this Agreement.


 


5.7   Severability. 
If, under applicable Laws, any provision hereof is invalid or unenforceable, or otherwise directly or indirectly affects the validity
of any other material provision(s) of this Agreement in any jurisdiction (“Modified Clause”), then, it
is mutually agreed that this Agreement shall endure and that the Modified Clause shall be enforced in such jurisdiction to the
maximum extent permitted under applicable Laws in such jurisdiction; provided that the parties shall consult and use all reasonable
efforts to agree upon, and hereby consent to, any valid and enforceable modification of this Agreement as may be necessary to avoid
any unjust enrichment of either party and to match the intent of this Agreement as closely as possible, including the economic
benefits and rights contemplated herein.


 






     


     


    

 


5.8   Counterparts. 
This Agreement may be executed in counterparts, each of which shall be deemed an original but which together shall constitute one
and the same instrument.


 


5.9   Entire Agreement.  This Agreement, the Purchase Agreement and the Registration Rights Agreement contain the
entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous
arrangements or understandings, whether written or oral, with respect hereto and thereto.


 


5.10 Third
Party Beneficiaries.  None of the provisions of this Agreement shall be for the benefit of or enforceable by any Third
Party.  No Third Party shall obtain any right under any provision of this Agreement or shall by reason of any such provision
make any claim in respect of any debt, liability or obligation (or otherwise) against any party hereto.


 


5.11 No
Conflicting Agreements.  The Investor hereby represents and warrants to the Company that neither it nor any of its
Affiliates is, as of the date of this Agreement, a party to, and agrees that, on or after the date of this Agreement, the Investor
shall not (and shall cause its Controlled Affiliates and use commercially reasonable efforts to cause any Non-Controlled Affiliates
not to) enter into any agreement that conflicts with the rights granted to the Company in this Agreement.


 


(Signature Page Follows)


 




     


     


    

 


IN WITNESS WHEREOF, the parties have
executed and delivered this Voting Agreement as of the date first above written.


 


	 	COMPANY:
	 	 
	 	CLEARSIGN COMBUSTION CORPORATION
	 	 
	 	By:	/s/ Stephen E. Pirnat
	 	Name:  	Stephen E. Pirnat
	 	Title:	Chief Executive Officer
	 	 
	 	 
	 	INVESTOR:
	 	 
	 	CLIRSPV, LLC
	 	By: GPCLIRSPV LLC
	 	Its Manager
	 	 
	 	By:	/s/ Robert T. Hoffman Sr.
	 	Name: 	Robert T. Hoffman Sr.
	 	Title:	Managing Member